EXCHANGE PUT RIGHT. 8.1 On and subject to the terms and conditions contained in these share provisions and the Voting and Exchange Trust Agreement:
(a) a holder of Exchangeable Shares will have the right (the "Exchange Put Right") at any time to require Xxxxxxx USA to purchase all or any part of the Exchangeable Shares of the holder; and
(b) on the exercise by the holder of the Exchange Put Right and provided that, at the time of purchase, the Exchangeable Shares are registered in the United States, the holder will be required to sell to Xxxxxxx USA, and Xxxxxxx USA will be required to purchase from the holder, that number of Exchangeable Shares in respect of which the Exchange Put Right is exercised, in consideration of the payment by Xxxxxxx USA of the Exchangeable Share Price applicable thereto (which will be the Exchangeable Share Price applicable on the last Business Day prior to receipt of notice required under section 8.2) and delivery by or on behalf of Xxxxxxx USA of the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price. In connection with payment of the Exchangeable Share Consideration, Xxxxxxx Canada will be entitled to liquidate some of Xxxxxxx USA Common Stock which would otherwise be deliverable to the particular holder of Exchangeable Shares in order to fund any statutory withholding tax obligation.
8.2 The Exchange Put Right provided in section 8.1 hereof and in Article 5 of the Voting and Exchange Trust Agreement may be exercised at any time by notice in writing given by the holder to and received by the Trustee (the date of such receipt, the"Exchange Put Date") and accompanied by presentation and surrender of the certificates representing such Exchangeable Shares, together with such documents and instruments as may be required to effect a transfer of Exchangeable Shares under the Act and the by-laws of Xxxxxxx Canada and such additional documents and instruments as the Trustee may reasonably require, at the principal transfer offices in Salt Lake City, Utah, of the Trustee, or at such other office or offices of the Trustee or of other persons designated by the Trustee for that purpose as may from time to time be maintained by the Trustee for that purpose. Such notice may be (i) in the form of the panel, if any, on the certificates representing Exchangeable Shares, (ii) in the form of the notice and election contained in any letter of transmittal distributed or made available by Xxxxxxx Canada for that purpose, or (ii...
EXCHANGE PUT RIGHT. On and subject to the terms and conditions contained in the Exchangeable Share Provisions and the Voting and Exchange Trust Agreement, a holder of Exchangeable Shares will have the Exchange Put Right. EXHIBIT B CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION OF GOLDEN SOIL, INC. Pursuant to the provisions of section 78.209, Nevada Revised Statutes, the undersigned President and Secretary of Rich Earth, Inc. (the "Corporation"), does hereby certify the Board of Directors of the Corporation adopted a resolution to amend the original articles as follows:
Article I which presently reads as follows:
EXCHANGE PUT RIGHT. Upon and subject to the terms and conditions contained in the Exchangeable Share Provisions and the Voting and Exchange Trust Agreement:
(a) a holder of Exchangeable Shares shall have the right (the "EXCHANGE PUT RIGHT") at any time to require EduTrek to purchase all or any part of the Exchangeable Shares of the holder, and
(b) upon the exercise by a holder of the Exchange Put Right and provided that if the holder is a non-resident of Canada at that time, the Exchangeable Shares are listed on a recognized Canadian stock exchange or the holder provides to EduTrek a certificate pursuant to Section 116 of the Income Tax Act (Canada) in form and substance satisfactory to EduTrek, the holder shall be required to sell to EduTrek, and EduTrek shall be required to purchase from the holder, no later than the time or times prescribed therefor herein or in the Exchangeable Share Provisions or the Voting and Exchange Trust Agreement, that number of Exchangeable Shares in respect of which the Exchange Put Right is exercised, in consideration of the payment by EduTrek of the Exchangeable Share Price applicable thereto by delivery by or on behalf of EduTrek of the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price.
EXCHANGE PUT RIGHT. Upon and subject to the terms and conditions contained in the Exchangeable Share Provisions and the Exchange Trust Agreement:
(a) A holder of Exchangeable Shares shall have the right (the “Exchange Put Right”) at any time to require ParentCo to purchase all or any part of the Exchangeable Shares of the holder; and
(b) Upon the exercise by the holder of the Exchange Put Right, it is intended that the holder shall be required to sell to ParentCo, and ParentCo shall be required to purchase from the holder, that number of Exchangeable Shares in respect of which the Exchange Put Right is exercised, in consideration of the payment by ParentCo of the Exchangeable Share Price for each Exchangeable Share in respect of which the Exchange Put Right has been exercised by such holder. The Corporation agrees, for the benefit of ParentCo, to enforce against the holders of Exchangeable Shares the provisions of section 8.1 of the Exchangeable Share Provisions to such effect.
EXCHANGE PUT RIGHT. 8.1 Upon and subject to the terms and conditions contained in these share provisions and the Voting and Exchange Trust Agreement:
(a) a holder of Series 1 Exchangeable Shares shall have the right (the "Exchange Put Right") at any time to require Weatherford to purchase all or any part of the Series 1 Exchangeable Shares of the holder; and
(b) upon the exercise by the holder of the Exchange Put Right, the holder shall be required to sell to Weatherford, and Weatherford shall be required to purchase from the holder, that number of Series 1 Exchangeable Shares in respect of which the Exchange Put Right is exercised, in consideration of the payment by Weatherford of the Series 1 Exchangeable Share Price applicable thereto (which shall be the Series 1 Exchangeable Share Price applicable on the last Business Day prior to receipt of notice required under Section 8.2) and delivery by or on behalf of Weatherford of the Series 1 Exchangeable Share Consideration representing the total applicable Series 1
EXCHANGE PUT RIGHT. Upon and subject to the terms and conditions contained in the Exchangeable Share Provisions and the Voting and Exchange Trust Agreement:
(a) a holder of Exchangeable Shares shall have the right (the "Exchange Put Right") at any time to require National to purchase all or any part of the Exchangeable Shares of the holder; and
(b) upon the exercise by the holder of the Exchange Put Right, the holder shall be required to sell to National, and National shall be required to purchase from the holder, that number of Exchangeable Shares in respect of which the Exchange Put Right is exercised, in consideration of the payment by National of the Exchangeable Share Price applicable thereto and delivery by or on behalf of National of the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price.
EXCHANGE PUT RIGHT. Upon and subject to the terms and conditions contained in the Exchangeable Share Provisions and the Voting and Exchange Trust Agreement:
EXCHANGE PUT RIGHT. Upon and subject to the terms and conditions contained in the Exchangeable Share Provisions and the Voting and Exchange Trust Agreement, a holder of Exchangeable Shares shall have the Exchange Put Right.
EXCHANGE PUT RIGHT. Upon and subject to the terms and conditions contained in the Exchangeable Share Provisions and the Exchange Rights Agreement:
(a) a holder of Exchangeable Shares shall have the right (the "Exchange Put Right") at any time to require ParentCo to purchase all or any part of the Exchangeable Shares of the holder; and
(b) upon the exercise by the holder of the Exchange Put Right, the holder shall be required to sell to ParentCo, and ParentCo shall be required to purchase from the holder, that number of Exchangeable Shares in respect of which the Exchange Put Right is exercised, in consideration of the payment by ParentCo of the Exchangeable Share Price applicable thereto and delivery by or on behalf of ParentCo of the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price.
EXCHANGE PUT RIGHT. Upon and subject to the terms and conditions contained in the Exchangeable Share Provisions:
(a) a holder of Exchangeable Shares shall have the right (the "Exchange Put Right") at any time to require Canco to purchase all or any part of the Exchangeable Shares of the holder; and
(b) upon the exercise by the holder of the Exchange Put Right, the holder shall be required to sell to Canco, and Canco shall be required to purchase from the holder, no later than the time or times prescribed therefor herein or in the Exchangeable Share Provisions, that number of Exchangeable Shares in respect of which the Exchange Put Right is exercised, in consideration of the payment by Canco of the Exchangeable Share Price applicable thereto and delivery by or on behalf of Canco of the Exchangeable Share Consideration representing the total applicable Exchangeable Share Price.
